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EXHIBIT 99.2
OPTICAL PROCESS AUTOMATION, INC.
INCENTIVE STOCK OPTION AGREEMENT
Optical Process Automation, Inc. (the "Company"), desiring to afford an
opportunity to the Grantee named below to purchase certain shares of the
Company's common stock and to provide the Grantee with an added incentive as an
employee of the Company, hereby grants to Grantee, and the Grantee hereby
accepts, an option ("Option") to purchase the number of such shares set forth
below, during the term ending at midnight (prevailing local time at the
Company's principal offices) on the expiration date of this Option specified
below, at the exercise price specified below, subject to and upon the following
terms and conditions and the terms and conditions of the Company's 2000 Stock
Option and Incentive Plan (the "Plan").
1. IDENTIFYING PROVISIONS. As used in this Option, the following terms shall
have the following respective meanings:
(a) Grantee: _______________________________
(b) Date of grant: ___________________________
(c) Number of shares optioned: _______________
(d) Option exercise price per share: $0.10
(e) Expiration date: _________________________
2. GRANT AS INCENTIVE STOCK OPTION. This option is intended to be and shall be
treated as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
3. JOINDER OF SHAREHOLDERS' AGREEMENT. Upon the exercise of the Option, Grantee
hereby agrees to become a party to the Shareholders' Agreement dated September
29, 2000 and effective July 1, 2000 (the "Shareholders' Agreement"). Grantee
shall be required to execute and deliver to the Company an agreement pursuant to
which Grantee agrees to be bound by all of the terms and conditions of the
Shareholders' Agreement (as it may have then been amended), and the failure of
Grantee to do so shall preclude Grantee from becoming a shareholder of the
Company.
4. VESTING. All of the Option Shares initially shall be unvested shares. For so
long as the Grantee maintains a continuous service to the Company as an
employee, unvested shares (whether or not previously purchased) shall vest as
follows:
Upon the date of grant - 20% of the Option Shares shall vest.
At the end of the first calendar quarter which is at least nine months
from the date of grant, and at the end of each subsequent calendar quarter - 10%
of the Option Shares shall vest; provided however, that if the Grantee shall die
or become totally disabled (as such term is defined in the Code), then all
outstanding Options which shall have been granted under the Plan and which are
not exercisable at such time shall automatically accelerate and become
exercisable immediately.
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5. RESTRICTIONS ON EXERCISE. The following additional provisions shall apply to
the exercise of this Option:
(a) Termination of Employment. If the Grantee's employment by the
Company is terminated for any reason other than death or disability, only that
portion of this Option exercisable at the time of such termination of employment
may thereafter be exercised, and it may not be exercised more than thirty (30)
days after such termination nor after the expiration date of this Option,
whichever date is sooner.
(b) Death or Disability of Grantee. If the Grantee shall die or become
totally and permanently disabled (as defined in the Code) during the term of
this Option, Grantee or the Grantee's legal representative or representatives,
or the person or persons entitled to do so under the Grantee's last will and
testament or under applicable intestate laws, shall have the right to exercise
this Option, but only for the number of shares as to which the Grantee was
entitled to exercise under this Option in accordance with Section 4 hereof, and
such right shall expire and this Option shall terminate in the case of death one
(1) year after the date of the Grantee's death or on the expiration date of this
Option, whichever date is sooner and in the case of total and permanent
disability on the expiration date of this Option.
(c) Continuity of Employment. This Option shall not be exercisable by
the Grantee in any part unless at all times beginning with the date of grant and
ending no more than three (3) months prior to the date of exercise, the Grantee
has, except for military service leave, sick leave, death or disability or other
bona fide leave of absence approved by the Board of Directors of the Company
(the "Board"), been in the continuous employ of the Company.
6. NON-TRANSFERABLE. The Grantee may not transfer this Option except by will or
the laws of descent and distribution. This Option shall not be otherwise
transferred, assigned, pledged, hypothecated or disposed of in any way, whether
by operation of law or otherwise, and shall be exercisable during the Grantee's
lifetime only by the Grantee or his guardian or legal representative.
7. ADJUSTMENTS AND CORPORATE REORGANIZATIONS. Subject to the provisions of the
Plan under which this Option is granted, if the outstanding shares of the class
then subject to this Option are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall be made in
the number and/or kind of shares or securities for which the unexercised
portions of this Option may thereafter be exercised, all without any change in
the aggregate exercise price applicable to the unexercised portions of this
Option, but with a corresponding adjustment in the exercise price per share. No
fractional share of stock shall be issued under this Option or in connection
with any such adjustment. Such adjustments shall be made by or under authority
of the Board whose determinations as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.
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8. EXERCISE, PAYMENT FOR AND DELIVERY OF STOCK. This Option may be exercised by
the Grantee or other person then entitled to exercise it by giving written
notice of exercise to the Company specifying the number of shares to be
purchased and the total purchase price, accompanied by a check to the order of
the Company in payment of such price. If the Company is required to withhold on
account of any present or future tax imposed as a result of such exercise, the
notice of exercise shall be accompanied by a check to the order of the Company
in payment of the amount of such withholding.
9. ALTERNATIVE PAYMENT WITH STOCK. Notwithstanding the foregoing provisions
requiring payment by check, payment of such purchase price or any portion
thereof may be made with shares of stock of the same class as the shares then
subject to this Option, if shares of that class have been owned by the Grantee
for more than six (6) months on the date of surrender and have a Fair Market
Value (as defined herein) on the date of surrender equal to the aggregate
exercise price of the exercised Options, such shares to be credited toward such
purchase price on the valuation basis set forth below, in which event the stock
certificates evidencing the shares so to be used shall accompany the notice of
exercise and shall be duly endorsed or accompanied by duly executed stock powers
to transfer the same to the Company; provided, however, that such payment in
stock instead of cash shall not be effective and shall be rejected by the
Company if (i) the Company is then prohibited from purchasing or acquiring
shares of the class of its stock thus tendered to it, or (ii) the right or power
of the person exercising the Option to deliver such shares in payment of said
purchase price is subject to the prior interests of any other person (excepting
the Company), as indicated by legends upon the certificate(s) or as known to the
Company.
"Fair Market Value" of the Company's shares shall mean as of any
applicable date, (i) if the principal securities market on which the shares are
traded is a national securities exchange or The Nasdaq National Market ("NNM"),
the closing price of the shares on such exchange or NNM, as the case may be, or
if no sale of the shares shall have occurred on such date, on the next preceding
date on which there was a reported sale; (ii) if the shares are not traded on a
national securities exchange or NNM, the closing price on such date as reported
by The Nasdaq SmallCap Market, or if no sale of the shares shall have occurred
on such date, on the next preceding date on which there was a reported sale;
(iii) if the principal securities market on which the shares are traded is not a
national securities exchange, NNM or The Nasdaq SmallCap Market, the average of
the bid and asked prices reported by the National Quotation Bureau, Inc.; or
(iv) if the price of the shares are not so reported, the fair market value of
the shares as determined in good faith by the Board.
10. RIGHTS IN SHARES BEFORE ISSUANCE AND DELIVERY. No person shall be entitled
to the privileges of stock ownership in respect of any shares issuable upon
exercise of this Option, unless and until such shares have been issued to such
person as fully paid shares.
11. REQUIREMENTS OF LAW. No certificate or certificates for shares of stock
purchased upon exercise of this Option shall be issued and delivered prior to
the admission of such shares to listing on notice of issuance on any stock
exchange or other securities market on which shares of that class are then
listed, nor unless and until, in the opinion of counsel for the Company, such
securities may be issued and delivered without causing the Company to be in
violation of or incur any liability under any federal, state or other securities
law, any requirement of any securities
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exchange listing agreement to which the Company may be a party, or any other
requirement of law or of any regulatory body having jurisdiction over the
Company.
12. STOCK OPTION PLAN. This Option is subject to, and the Company and the
Grantee agree to be bound by, all of the terms and conditions of the Plan, as
the same shall have been amended from time to time in accordance with the terms
thereof, provided that no such amendment shall deprive the Grantee, without his
consent, of this Option or any of his rights hereunder. Pursuant to the Plan,
the Board is vested with final authority to interpret and construe the Plan and
this Option, and is authorized to adopt rules and regulations for carrying out
the Plan. A copy of the Plan in its present form is available for inspection
during business hours by the Grantee or other persons entitled to exercise this
Option at the Company's principal office.
13. NOTICES. Any notice to be given to the Company shall be addressed to the
Company in care of its Secretary at its principal office, and any notice to be
given to the Grantee shall be addressed to him at the address given beneath his
signature hereto or at such other address as the Grantee may hereafter designate
in writing to the Company.
14. LAWS APPLICABLE TO CONSTRUCTION. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida, without regard for
its conflicts of laws principals which would cause the substantive law of
another jurisdiction to apply.
15. ENTIRE AGREEMENT. The Plan and this Option constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Grantee with
respect to the subject matter hereof.
16. NO GUARANTEE OF CONTINUED SERVICE. Grantee acknowledges and agrees that this
agreement, the transactions contemplated hereunder and the vesting schedule set
forth herein do not constitute an express or implied promise of continued
engagement as an employee for the vesting period, for any period, or at all and
shall not interfere in any way with Grantee's right or the Company's right to
terminate Grantee's relationship as an employee at any time, with or without
cause.
IN WITNESS WHEREOF, the Company has granted this Option on the date of
grant specified above.
OPTICAL PROCESS AUTOMATION, INC.
By:
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Name:
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Title:
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GRANTEE
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